<PAGE>   1
                                                                     EXHIBIT 3.3


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                           MICROTEL INTERNATIONAL INC.


                  The undersigned, being, respectively, Chief Executive Officer
and Secretary of MicroTel International, Inc., a Delaware corporation (the
"Corporation"), do hereby certify as follows:


                  FIRST: That the Board of Directors of the Corporation adopted
a resolution proposing and declaring advisable a reverse split of the
Corporation's Common Stock, $.0033 par value per share, on a one-for-five basis
(without modification in par value), and an increase in the total number of
shares of preferred stock authorized by adoption of the following amendment to
the Certificate of Incorporation of said corporation:

         "FOURTH: The aggregate number of shares of all classes of
capital stock which the Company has the authority to issue is
thirty (35,000,000), which is divided into two classes as follows:

                  Twenty-Five Million (25,000,000) shares of Common Stock
         (Common Stock) with a par value of 1/3 cent per share, and

                  Ten Million (10,000,000) shares of Preferred Stock (Preferred
         Stock) with a par value of $.01 per share.

         The designations, voting powers, preferences and relative,
         participating, optional or other special rights, and qualifications,
         limitations or restrictions of the Preferred Stock is as follows:

         (1)      Issuance in Series.

         Shares of Preferred Stock may be issued in one or more series at such
time or times, and for such considerations as the Board of Directors may
determine. All shares of any one series of Preferred
<PAGE>   2
Stock will be identical with each other in all respects, except that shares of
one series issued at different times may differ as to dates from which dividends
thereon may be cumulative. All series will rank equally and be identical in all
respects, except as permitted by the following provisions of paragraph 2 of this
Article FOURTH.

         (2)      Authority of the Board with Respect to Series.

         The Board of Directors is authorized, at any time and from time to
time, to provide for the issuance of the shares of Preferred Stock in one or
more series with such designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or restrictions
thereof as are stated and expressed in the resolution or resolutions providing
for the issue thereof adopted by the Board of Directors, and as are not stated
and expressed in this Certificate of Incorporation or any amendment hereto
including, but not limited to, determination of any of the following:

                  (i) The number of shares constituting that series and the
distinctive designation of that series;

                  (ii) The dividend rate or rates on the shares of that series,
whether dividends shall be cumulative, and, if so, from which date or dates, the
payment date or dates for dividends and the relative rights of priority, if any,
of payment of dividends on shares of that series;

                  (iii) Whether that series shall have voting rights, in
addition to the voting rights provided by law, and, if so, the terms of such
voting rights;

                  (iv) Whether that series shall have conversion privileges and,
if so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors shall
determine;

                  (v) Whether or not the share of that series shall be
redeemable, and, if so, the terms and conditions of such redemption, including
the date or date upon or after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;

                  (vi) Whether that series shall have a sinking or retirement
fund for the redemption or purchase of shares of that series, and, if so, the
terms and amount of such sinking or retirement fund;

                  (vii) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the Company,
and the relative rights of priority, if any, of payment of shares of that
series;
<PAGE>   3
                  (viii) Any other preferences, privileges and powers, and
relative participating, optional or other special rights, and qualifications,
limitations or restrictions of a series, as the Board of Directors may deem
advisable and are not inconsistent with the provisions of this Certificate of
Incorporation.

         (3)      Dividends.

         Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment in accordance with their respective
preferential and relative rights before any dividends shall be paid or declared
and set apart for payment on the outstanding shares of Common Stock with respect
to the same dividend period.

         (4)      Liquidation.

         If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the assets available for distribution to holders of
shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series of Preferred
Stock in accordance with the respective preferential and relative amounts
(including unpaid cumulative dividends, if any) payable with respect thereto.

         (5)      Reacquired Shares.

         Shares of Preferred Stock which have been issued and reacquired in any
manner by the Company (excluding, until the Company elects to retire them,
shares which are held as treasury shares but including shares redeemed, shares
purchased and retired, and shares which have been converted into shares of
Common Stock) will have the status of authorized and unissued shares of
Preferred Stock and may be reissued.

         (6)      Voting Rights.

         Shares of Preferred Stock shall each have the number of votes provided
in the resolution or resolutions of the Board of Directors creating any series
of Preferred Stock, or as otherwise required by law. Unless and except to the
extent otherwise required by law or provided in the resolution or resolutions of
the Board of Directors creating any series of Preferred Stock, the holders of
the Preferred Stock shall have no voting power with respect to any matter
whatsoever."


                  SECOND: The foregoing amendment has been duly adopted by the
stockholders of the Corporation in accordance with Section 242 of the General
Corporation Law of the State of Delaware.
<PAGE>   4
                  IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed by Daniel Dror, its Chief Executive Officer, and
attested by Barry Reifler, its Secretary, this 29th day of August, 1996.



                                        /s/ Daniel Dror
                                        ----------------------------------------
                                            Daniel Dror
                                            Chief Executive Officer


ATTEST:


/s/ Barry Reifler
-----------------------------------
    Barry Reifler,
    Secretary